MASCOTT CORP
15-15D, 1995-05-23
EATING PLACES
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                  SECURITIES AND EXCHANGE COMMISSION
                                          
                       Washington, D.C. 20549
                                          
                              FORM 15
                                          
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities and Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities and Exchange Act of 1934.
         
                    Commission File Number:   0-17986
         
                          Mascott Corporation
       (Exact name of registrant as specified in its charter)
         
    5N Regent Street, Suite 508, Livingston, New Jersey 07039/(201) 535-1000
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)
         
                          Common Stock, no par value
        (Title of each class of securities covered by this Form)
         
                                 None
 (Titles of all other classes of securities for which a duty to file reports
                 under section 13(a) or 15(d) remains)
         
 Please place an X in the box(es) to designate the appropriate rule
                provision(s) relied upon to terminate or 
                   suspend the duty to file reports:
         
    Rule 12g-4(a)(1)(i)   [ X ]       Rule 12h-3(b)(1)(ii)         [  X ]
                                     

    Rule 12g-4(a)(1)(ii)  [ X ]       Rule 12h-3(b)(2)(i)          [    ]
                                  
    Rule 12g-4(a)(2)(i)   [   ]       Rule 12h-3(b)(2)(ii)         [    ] 
                                     
    Rule 12g-4(a)(2)(ii)  [   ]       Rule 15d-6                   [  X ]  
                                     
    Rule 12h-3(b)(1)(i)   [ X ]                   
                                     
                                     
Approximate number of holders of record as of the certification or notice 
date:          1      
         
Pursuant to the requirements of the Securities and Exchange Act of 1934, 
Mascott Corporation has caused this certification/notice to be signed on 
its behalf by the undersigned duly authorized person.
         
                                           MASCOTT CORPORATION
         
DATE:   May 23, 1995                       By:/s/ Scott W. Gillman
                                              Scott M. Gillman, Chief
                                              Executive Officer
         
Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of 
the General Rules and Regulations Form 15, one of which shall be manually
signed.  It may be signed by an officer of the registrant, by counsel or 
by any other duly authorized person.  The name and title of the person 
signing the form shall be typed or printed under the signature.
         



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